83_FR_32904 83 FR 32768 - Premerger Notification; Reporting and Waiting Period Requirements

83 FR 32768 - Premerger Notification; Reporting and Waiting Period Requirements

FEDERAL TRADE COMMISSION

Federal Register Volume 83, Issue 136 (July 16, 2018)

Page Range32768-32784
FR Document2018-14378

The Commission is amending the Hart-Scott-Rodino (``HSR'') Premerger Notification Rules (the ``Rules'') that require the parties to certain mergers and acquisitions to file reports with the Federal Trade Commission (``the Commission'' or ``FTC'') and the Assistant Attorney General in charge of the Antitrust Division of the Department of Justice (``the Assistant Attorney General'' or ``DOJ'') (together the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified period of time before consummating such transactions. The Commission is amending the Rules to make them clearer and easier to apply. The Commission is also amending the Rules to allow for the use of email in certain circumstances. Finally, the Commission is adding updated Instructions to the Premerger Notification and Report Form which include amendments for clarity and to make several non-substantive changes.

Federal Register, Volume 83 Issue 136 (Monday, July 16, 2018) 
[Federal Register Volume 83, Number 136 (Monday, July 16, 2018)]
[Rules and Regulations]
[Pages 32768-32784]
From the Federal Register Online  [www.thefederalregister.org]
[FR Doc No: 2018-14378]


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FEDERAL TRADE COMMISSION

16 CFR Parts 801, 802, and 803


Premerger Notification; Reporting and Waiting Period Requirements

AGENCY: Federal Trade Commission.

ACTION: Final rule.

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SUMMARY: The Commission is amending the Hart-Scott-Rodino (``HSR'') 
Premerger Notification Rules (the ``Rules'') that require the parties 
to certain mergers and acquisitions to file reports with the Federal 
Trade Commission (``the Commission'' or ``FTC'') and the Assistant 
Attorney General in charge of the Antitrust Division of the Department 
of Justice (``the Assistant Attorney General'' or ``DOJ'') (together 
the ``Antitrust Agencies'' or ``Agencies'') and to wait a specified 
period of time before consummating such transactions. The Commission is 
amending the Rules to make them clearer and easier to apply. The 
Commission is also amending the Rules to allow for the use of email in 
certain circumstances. Finally, the Commission is adding updated 
Instructions to the Premerger Notification and Report Form which 
include amendments for clarity and to make several non-substantive 
changes.

DATES: Effective August 15, 2018.

FOR FURTHER INFORMATION CONTACT: Nora Whitehead, Attorney, Premerger 
Notification Office, Bureau of Competition, Room 5301, Federal Trade 
Commission, 400 7th Street SW, Washington, DC 20024. Telephone: (202) 
326-3100, Email: nwhitehead@ftc.gov.

SUPPLEMENTARY INFORMATION:

Introduction

    Section 7A of the Clayton Act (the ``Act'') requires the parties to 
certain mergers or acquisitions to file reports with the Commission and 
DOJ and wait a specified period before consummating the proposed 
transaction to allow the Agencies to conduct their initial review of 
the transaction's competitive impact. The reporting requirement and the 
waiting period that it triggers are intended to enable the Antitrust 
Agencies to determine whether a proposed merger or acquisition may 
violate the antitrust laws if consummated and, when appropriate, to 
seek a preliminary injunction in federal court to prevent consummation.
    Section 7A(d)(1) of the Act, 15 U.S.C. 18a(d)(1), directs the 
Commission, with the concurrence of the Assistant Attorney General, in 
accordance with the Administrative Procedure Act, 5 U.S.C. 553, to 
require that premerger notification be in such form and contain such 
information and documentary material as may be necessary and 
appropriate to determine whether the proposed transaction may, if 
consummated, violate the antitrust laws. Section 7A(d)(2) of the Act, 
15 U.S.C.
    18a(d)(2), grants the Commission, with the concurrence of the 
Assistant Attorney General, in accordance with 5 U.S.C. 553, the 
authority to define the terms used in the Act and prescribe such other 
rules as may be necessary and appropriate to carry out the purposes of 
section 7A of the Act.
    Pursuant to that authority, the Commission, with the concurrence of 
the Assistant Attorney General, developed the Rules, codified in 16 CFR 
parts 801, 802, and 803, and the Premerger Notification and Report Form 
(``Form'') and its associated Instructions, codified in the appendix to 
part 803, to govern the form of premerger notification to be provided 
by merging parties.
    Potential filing parties rely on the Rules to determine whether 
they must file under the Act and often consult the Premerger 
Notification Office to better understand how to apply the Rules. These 
changes to the Rules and Instructions address many of the questions 
received.

Amendments to the Rules

    The Commission is amending the Rules, as described below, in order 
to clarify them and make them easier for potential filing parties to 
apply. The Commission is also amending the Rules to allow for the use 
of email in sending notice letters pursuant to 16 CFR 801.30, granting 
early termination, withdrawing a filing pursuant to 16 CFR 803.12, and 
issuing requests for additional information or documentary material 
(``Second Requests'').

A. Control of a Trust

    The Commission is amending Sec.  801.1(b)(2) to clarify the term 
``control'' as it pertains to trusts. This change explains that a 
person or entity is deemed to control a trust if that person or entity 
has the contractual power to designate 50 percent or more of the 
trust's trustees, where the trust is also irrevocable and/or the 
settlor does not retain a reversionary interest. This revision does not 
alter the substance of the test, but merely aims to eliminate confusion 
that arises from the text as currently written.

[[Page 32769]]

B. Exemption for Goods Acquired in the Ordinary Course of Business

    The Commission is amending Sec.  802.1 to remove ``realty'' from 
the heading and introductory paragraph of the rule. Although section 
7A(c)(1) of the Act exempts from the reporting requirement both goods 
and realty transferred in the ordinary course of business, Sec.  802.1 
addresses only the exemption of goods, and the reference to realty in 
the heading and introductory paragraph is misleading and confusing. 
Prior to 1996, Sec.  802.1 paralleled the language of the statute, 
which allowed for a broad ordinary course exemption but contained no 
guidance on specifics. In 1996, the FTC revised and clarified the 
``ordinary course of business'' exemption with four new rules--Sec.  
802.1 throughSec.  802.3 and Sec.  802.5. With this change, Sec.  802.1 
was amended to address only the acquisition of goods in the ordinary 
course of business. The removal of the term ``realty'' from Sec.  
802.1does not affect the treatment of acquisitions of realty, which are 
addressed in the other regulations noted above.
    In addition, the Commission is amending example 4 to Sec.  802.1 to 
clarify that the acquisition described could be exempt pursuant to 
Sec.  802.2.

C. Intraperson Transactions

    The Commission is amending Sec.  802.30(c) to add ``non-corporate 
interests'' after assets and voting securities. This change clarifies 
that, in the context of a formation pursuant to Sec.  801.40 or Sec.  
801.50, the contribution of non-corporate interests by the acquiring 
person to the newly formed entity, like the contribution of assets and 
voting securities, is exempt from the requirements of the Act as to 
that contributing acquiring person. This change corrects an oversight 
in the non-corporate rulemaking.\1\
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    \1\ 70 FR 11502 (Mar. 8, 2005).
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D. Entity Formation

    The Commission is amending Sec.  802.41, Example 1, to replace the 
word ``cash'' with ``assets.'' In its current form, the example is 
confusing and misleading because the acquisition of an entity that 
holds only cash is not subject to notification requirements.

E. Affidavits

    The Commission is amending Sec.  803.5(a)(1) to clarify that the 
provision applies to acquisitions of non-corporate interests as well as 
acquisitions of voting securities. With this amendment, the Commission 
brings Sec.  803.5(a)(1) into accord with the language in the rest of 
Sec.  803.5 regarding the applicability of the rule to acquisitions of 
non-corporate interests.

F. Withdraw and Refile Notification

    The Commission is amending Sec.  803.12(c) to clarify that the 
process for withdrawing an HSR filing and resubmitting it without 
incurring a new filing fee is available only during the initial waiting 
period. Although a filing may be withdrawn at any time while the 
waiting period is open, pursuant to Sec.  803.12(a), a party may refile 
without paying a new fee only prior to the expiration or early 
termination of the initial waiting period and prior to the issuance of 
a Second Request. This revision eliminates confusion about the 
availability of the withdraw and refile process.

G. Use of Email

    The Commission makes the following amendments to allow for the use 
of email.
     Section 803.5(a)(1) is amended to allow notice letters 
required by Sec.  801.30 to be sent via email. The PNO has permitted 
notice letters to be sent via email for many years, and the Commission 
now formally authorizes the use of email to send notice letters 
pursuant to Sec.  801.30. The Commission is also amending Sec.  
803.5(a)(1) to clarify that notice letters sent via email must be sent 
to the email address of an officer within the acquired issuer, such as 
the Chief Executive Officer, General Counsel or Secretary, or in the 
case of an unincorporated entity, persons exercising similar functions. 
Allowing notice letters to be sent via email to an appropriate person 
at the acquired entity will make the process of providing and receiving 
the notice letter required by Sec.  801.30 more efficient for filing 
parties.
     Section 803.11(c) is amended to provide that grants of 
early termination will become effective upon notice to the filing 
persons transmitted by either telephone or email. Notice by email will 
also serve as written confirmation. Allowing for notice of grants of 
early termination by email eliminates the time-intensive and 
inefficient process of calling each party individually and then 
following-up with a hard copy letter, instead combining notice and 
confirmation into one step.
     Section 803.12(a) and (b) are amended to provide that a 
party's notification to the Agencies of its withdrawal of its premerger 
notification may be delivered in writing by email or mail to the 
Agencies.
     Section 803.20(b) is amended to provide that a Second 
Request may be delivered in writing by email. Current Agency practice 
is to send notice via mail as well as to email the parties a Second 
Request within the original waiting period. In addition, the section is 
amended to eliminate the requirement that the full text of a Second 
Request will be read upon request. This amendment makes clear that 
email confirmation of the Second Request within the original waiting 
period is sufficient for the Second Request to be effective, and that 
email is a valid means of communication during the waiting period.
    These amendments will make the Rules easier to apply for both 
filing parties and the Agencies. Further, amending the Rules to allow 
for the use of email in sending notice letters pursuant to Sec.  
801.30, granting early termination, withdrawing a filing, and issuing 
Second Requests will make these processes more efficient.

Revisions to the Instructions to the Form

    The Commission is adding updated Instructions to the Form with 
amendments as follows.
    [ssquf] Page I of the Instructions now provides an email address 
for the Premerger Notification Office, an updated address for DOJ's 
Premerger and Division Statistics Unit, and a reminder that affidavits 
and certifications submitted with DVD filings should be in searchable 
PDF format.
    [ssquf] Page I of the Instructions is also edited to clarify how 
the terms ``documentary attachments,'' ``person filing,'' ``filing 
person,'' and ``ultimate parent entity'' are used in the Instructions.
    [ssquf] Page II of the Instructions is edited to clarify that 
filing parties should continue to use 6- and 10-digit 2012 NAICS codes 
when responding to certain items in the Form, until further 
announcement by the Premerger Notification Office.
    [ssquf] Page II of the Instructions is further edited to clarify 
that the limitation on the acquired person's response applies to Items 
5-7 of the Form.
    [ssquf] Page III of the Instructions is edited to indicate that 
there are now specific, limited criteria for fee payment via certified 
check.
    [ssquf] Page IV of the Instructions is edited to remove references 
to fax numbers.
    [ssquf] Page V of the Instructions is edited to clarify that it is 
not necessary to list all subsidiaries wholly owned by the acquired 
entity in Item 3(a), and to require filing parties to provide an index 
of any coded names used to refer to the parties in any transaction 
document(s).

[[Page 32770]]

    [ssquf] Page V of the Instructions is also edited to include a list 
of the most common mistakes when completing the HSR Form.
    [ssquf] Page VI of the Instructions is edited to include additional 
instructions regarding the numbering and cross-referencing of Item 4(c) 
and 4(d) documents.
    [ssquf] Page VI of the Instructions is further clarified to note 
that any privilege log(s) should contain the names of inside and 
outside counsel providing privileged legal advice.
    [ssquf] Page IX of the Instructions is edited to note that if the 
acquiring person reports an associate overlap only, the acquired person 
need not respond to Item 7.
    [ssquf] Page XI of the Instructions is edited to cross-reference 
the regulation setting civil penalties for consummation of a reportable 
transaction without providing complete and proper notification.
    [ssquf] The footer on each page of the Instructions has been 
updated to reflect the date of the latest revision.
    These amendments to the Instructions, which provide additional 
clarity, will benefit filing parties in the preparation of the Form.

Administrative Procedure Act

    The Commission finds good cause to adopt these changes without 
prior public comment. Under the Administrative Procedure Act (``APA''), 
notice and comment are not required ``when the agency for good cause 
finds (and incorporates the finding and a brief statement of reasons 
therefore in the rules issued) that notice and public procedure thereon 
are impracticable, unnecessary, or contrary to the public interest.'' 5 
U.S.C. 553(b)(3)(B).
    The Commission is amending the Rules to make them clearer and 
easier to apply. The Commission is also amending the Rules to allow for 
the use of email in certain circumstances. Finally, the Commission is 
amending the Instructions to the Form for clarity and to make several 
non-substantive changes. These amendments fall within the category of 
rules covering agency procedure and practice that are exempt from the 
notice-and-comment requirements of the APA. See 5 U.S.C. 553(b)(A). 
Because the amendments are not substantive in nature, they are also not 
subject to the delayed effective date provisions of the APA. See 5 
U.S.C. 553(d) (substantive rules may take effect no sooner than 30 days 
after publication). For these reasons, the Commission finds that there 
is good cause for adopting this final rule as effective on August 15, 
2018 without prior public comment.

Regulatory Flexibility Act

    The Regulatory Flexibility Act, 5 U.S.C. 601-612, requires that the 
agency conduct an initial and final regulatory analysis of the 
anticipated economic impact of the proposed amendments on small 
businesses, except where the agency head certifies that the regulatory 
action will not have a significant economic impact on a substantial 
number of small entities. 5 U.S.C. 605. The Regulatory Flexibility Act 
requirements apply, however, only to rules or amendments that are 
subject to the notice-and-comment requirements of the APA. See 5 U.S.C. 
603, 604. Because these amendments are exempt from those APA 
requirements, as noted earlier, they are also exempt from the 
Regulatory Flexibility Act requirements. In any event, because of the 
size of the transactions necessary to invoke an HSR Filing, the 
premerger notification rules rarely, if ever, affect small businesses. 
Indeed, amendments to the Act in 2001 were intended to reduce the 
burden of the premerger notification program by exempting all 
transactions valued at less than $50 million (as adjusted annually). 
Further, none of the proposed rule amendments expands the coverage of 
the premerger notification rules in a way that would affect small 
business. Accordingly, to the extent, if any, that the Regulatory 
Flexibility Act applies, the Commission certifies that these proposed 
rules will not have a significant economic impact on a substantial 
number of small entities. This document serves as notice of this 
certification to the Small Business Administration.

Paperwork Reduction Act

    These changes do not contain any record maintenance, reporting or 
disclosure requirements that would constitute agency ``collections of 
information'' that would have to be submitted for clearance and 
approval by the Office of Management and Budget under the Paperwork 
Reduction Act of 1995, 44 U.S.C. 3501-3521.

List of Subjects in 16 CFR Parts 801, 802, and 803

    Antitrust.

    By direction of the Commission.
Donald S. Clark,
Secretary.

    For the reasons stated above, the Federal Trade Commission amends 
16 CFR parts 801, 802, and 803 as set forth below:

PART 801--COVERAGE RULES

0
1. The authority citation for part 801 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
2. Amend Sec.  801.1 by revising the introductory text of paragraph 
(b)(2) to read as follows:


Sec.  801.1   Definitions.

* * * * *
    (b) * * *
    (2) Having the contractual power presently to designate 50 percent 
or more of the directors of a for-profit or not-for-profit corporation, 
or 50 percent or more of the trustees in the case of trusts that are 
irrevocable and/or in which the settlor does not retain a reversionary 
interest.
* * * * *

PART 802--EXEMPTION RULES

0
3. The authority citation for part 802 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
4. Amend Sec.  802.1 by revising the section heading, introductory 
text, and Example 4 of paragraph (d)(4) to read as follows:


Sec.  802.1   Acquisitions of goods in the ordinary course of business.

    Pursuant to section 7A(c)(1) of the Clayton Act (the ``Act''), 
acquisitions of goods transferred in the ordinary course of business 
are exempt from the notification requirements of the Act. This section 
identifies certain acquisitions of goods that are exempt as transfers 
in the ordinary course of business. This section also identifies 
certain acquisitions of goods that are not in the ordinary course of 
business and, therefore, do not qualify for the exemption.
* * * * *
    (d) * * *
    (4) * * *

    Examples:  * * *
    4. ``A,'' a national producer of canned fruit, preserves, jams 
and jellies, agrees to purchase from ``B'' for in excess of $50 
million (as adjusted) a total of 20,000 acres of orchards and 
vineyards in several locations throughout the U.S. ``A'' plans to 
harvest the fruit from the acreage for use in its canning 
operations. The acquisition is not exempt under this section because 
orchards and vineyards are real property, not ``goods.'' If, on the 
other hand, ``A'' had contracted to acquire from ``B'' the fruit and 
grapes harvested from the orchards and vineyards, the acquisition 
would qualify for the exemption as an acquisition of current 
supplies under paragraph (c)(3) of this section. Although the 
transfer of orchards and vineyards is not exempt under this

[[Page 32771]]

section, the acquisition could be exempt under Sec.  802.2(g) as an 
acquisition of agricultural property.
* * * * *

0
5. Amend Sec.  802.30 by revising the introductory text of paragraph 
(c) to read as follows:


Sec.  802.30   Intraperson transactions.

* * * * *
    (c) For purposes of applying Sec.  802.4(a) to an acquisition that 
may be reportable under Sec.  801.40 or Sec.  801.50, assets, voting 
securities, or non-corporate interests contributed by the acquiring 
person to a new entity upon its formation are assets, voting 
securities, or non- corporate interests whose acquisition by that 
acquiring person is exempt from the requirements of the Act.
* * * * *

0
6. Amend Sec.  802.41 by revising Example 1 to read as follows:


Sec.  802.41   Corporations or unincorporated entities at time of 
formation.

* * * * *
    Examples: 1. Corporations A and B, each having sales of in 
excess of $100 million (as adjusted), each propose to contribute in 
excess of $50 million (as adjusted) in assets in exchange for 50 
percent of the voting securities of a new corporation, N. Under this 
section, the new corporation need not file notification, although 
both A and B must do so and observe the waiting period prior to 
receiving any voting securities of N.
* * * * *

PART 803--TRANSMITTAL RULES

0
7. The authority citation for part 803 continues to read as follows:

    Authority:  15 U.S.C. 18a(d).


0
8. Amend Sec.  803.5 by:
0
a. Revising the introductory text of paragraph (a)(1);
0
b. Adding an example in paragraph (a)(1)(vi); and
0
c. In paragraph (a)(2), removing ``Example:'' and adding in its place 
``Examples to paragraph (a)(2):''.
    The revisions and addition read as follows:


Sec.  803.5   Affidavits Required.

    (a)(1) Section 801.30 acquisitions. For acquisitions to which Sec.  
801.30 applies, the notification required by the Act from each 
acquiring person shall contain an affidavit, attached to the front of 
the notification, or with the DVD submission, attesting that the issuer 
or unincorporated entity whose voting securities or non-corporate 
interests are to be acquired has received written notice delivered to 
an officer (or a person exercising similar functions in the case of an 
entity without officers) by email, certified or registered mail, wire, 
or hand delivery, at its principal executive offices, of:
* * * * *
    (vi) * * *

    Example to paragraph (a)(1)(vi): 1. Company A intends to acquire 
voting securities of Company B. ``A'' sends, via email, a notice 
letter to a general email account, information@CompanyB.com. ``A'' 
has not provided sufficient notice. Alternatively, ``A'' sends, via 
email, a notice letter to ``B's'' President, Jane Doe, at 
Jane.Doe@CompanyB.com. ``A'' has provided email notice to a specific 
officer of ``B.''
* * * * *

0
9. Amend Sec.  803.11 by revising paragraph (c) to read as follows:


Sec.  803.11   Termination of waiting period.

* * * * *
    (c) The Federal Trade Commission and the Assistant Attorney General 
may, in their discretion, terminate a waiting period upon the written 
request of any person filing notification or, notwithstanding paragraph 
(a) of this section, sua sponte. A request for termination of the 
waiting period shall be sent to the offices designated in Sec.  
803.10(c). Termination shall be effective upon notice to any requesting 
person by either email or telephone, and such notice shall be given as 
soon as possible. Such notice shall be made to each person which has 
filed notification, and notice of termination shall be published in the 
Federal Register in accordance with section 7A(b)(2) of the Clayton Act 
(the ``act''). The Federal Trade Commission and the Assistant Attorney 
General also may use other means to make the termination public, prior 
to publication in the Federal Register in a manner that will make the 
information equally accessible to all members of the public.

0
10. Amend Sec.  803.12 by revising paragraphs (a), (b), and (c)(1) to 
read as follows:


Sec.  803.12   Withdraw and refile notification.

    (a) Voluntary. An acquiring person, and in the case of an 
acquisition to which Sec.  801.30 does not apply, an acquired person, 
may withdraw its notification by notifying the Federal Trade Commission 
and the Antitrust Division in writing by email or mail of such 
withdrawal.
    (b) Upon public announcement of termination. An acquiring person's 
notification or, in the case of an acquisition to which Sec.  801.30 of 
this chapter does not apply, an acquiring or an acquired person's 
notification, will be deemed to have been withdrawn if any filing that 
publicly announces the expiration, termination or withdrawal of a 
tender offer or the termination of an agreement or letter of intent is 
made by the acquiring person or the acquired person with the U.S. 
Securities and Exchange Commission (``SEC'') under the Securities 
Exchange Act of 1934 (15 U.S.C. 78a et seq.) and rules promulgated 
under that act. The acquiring person or acquired person must notify the 
Federal Trade Commission and the Antitrust Division in writing by email 
or mail that such filing has been made with the SEC and the withdrawal 
shall be deemed effective on the date of the SEC filing. Withdrawal of 
the HSR notification(s) shall occur even if statements are made in the 
SEC filing indicating a desire to recommence the tender offer or enter 
into a new or amended agreement or letter of intent. This paragraph is 
inapplicable if the initial 15-day or 30-day waiting period has expired 
without issuance of a request for additional information or documentary 
material and without an agreement in place with the Agencies to delay 
closing of the transaction (``a timing agreement''); or early 
termination of that waiting period has been granted, without a timing 
agreement in place; or if a request for additional information or 
documentary material has been issued and the Agencies have either 
granted early termination or allowed the extended waiting period to 
expire following certification of compliance without a timing agreement 
in place.
    (c) Resubmission without a new filing fee. (1) An acquiring person 
whose notification has been voluntarily withdrawn pursuant to paragraph 
(a) of this section, or an acquiring person whose notification is 
deemed to have been automatically withdrawn under paragraph (b) of this 
section, may resubmit its notification, thereby initiating a new 
waiting period for the same transaction without an additional filing 
fee pursuant to Sec.  803.9(f). This procedure may be used only one 
time, and only under the following circumstances:
    (i) The notification is withdrawn prior to the expiration or early 
termination of the waiting period and prior to the issuance of a 
request for additional information pursuant to Sec.  803.20 and section 
7A(e) of the act;
    (ii) The proposed acquisition does not change in any material way;
    (iii) The resubmitted notification is recertified, and the 
submission, as it relates to Items 4(a), 4(b), 4(c), and 4(d) of the 
Notification and Report Form, is updated to the date of the 
resubmission;

[[Page 32772]]

    (iv) A new executed affidavit is provided with the resubmitted HSR 
filing; and
    (v) The resubmitted notification is refiled prior to the close of 
the second business day after withdrawal.
* * * * *

0
11. Amend Sec.  803.20 by revising paragraphs (b)(2)(ii) and (b)(3) and 
the example in paragraph (b)(3) to read as follows:


Sec.  803.20   Requests for additional information or documentary 
material.

* * * * *
    (b) * * *
    (2) * * *
    (ii) In the case of a written request, upon notice of the issuance 
of such request to the person to which it is directed within the 
original 30-day (or, in the case of a cash tender offer or of an 
acquisition covered by 11 U.S.C. 363(b), 15-day) waiting period (or, if 
Sec.  802.23 applies, such other period as that section provides), 
provided that written confirmation of the request is emailed or mailed 
to the person to which the request is directed within the original 30-
day (or, in the case of a cash tender offer or of an acquisition 
covered by 11 U.S.C. 363(b), 15-day) waiting period (or, if Sec.  
802.23 applies, such other period as that section provides). Notice to 
the person to which the request is directed may be given by email, 
telephone or in person. The person filing notification shall keep a 
designated individual reasonably available during normal business hours 
throughout the waiting period at the email or telephone number supplied 
in the Notification and Report Form. Notice of a request for additional 
information or documentary material need be given by email or telephone 
only to that individual or to the individual designated in accordance 
with paragraph (b)(2)(iii) of this section. The written confirmation of 
the request shall be emailed or mailed to the ultimate parent entity of 
the person filing notification, or if another entity within the person 
filed notification pursuant to Sec.  803.2(a), then to such entity.
* * * * *
    (3) Requests to natural persons. A request addressed to an 
individual, requiring that he or she submit additional information or 
documentary material, shall be transmitted to the person filing 
notification of which the individual is an ultimate parent entity, 
officer, director, partner, agent or employee, and shall be effective 
as to that individual when effective as to the person filing 
notification pursuant to paragraph (b)(2) of this section. A written 
copy of the request shall also be delivered to the individual by email, 
by hand, or by registered or certified mail at his or her home or 
business address.
    Example: A designee of the Federal Trade Commission sends, by 
email, a written request for additional information to the CEO of 
corporation W, the ultimate parent entity within a person that filed 
notification. The request is effective under paragraph (b)(2)(i) of 
this section. If the email also addressed a request for documentary 
material to the Secretary of corporation W, a named individual, under 
this paragraph (b)(3), the request would likewise be effective as to 
the individual upon receipt of the email by corporation W. In the 
latter case, the Federal Trade Commission also would send a copy of the 
request to the Secretary of the corporation at his or her home or 
business address, or email.
* * * * *

Appendix to Part 803 [Redesignated as Appendix A to Part 803]

0
12. Redesignate the appendix to part 803 as appendix A to part 803.

0
13. Add appendix B to part 803 to read as follows:

Appendix B to Part 803--Instructions to the Notification and Report 
Form for Certain Mergers and Acquisitions

BILLING CODE 6750-01-P

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[FR Doc. 2018-14378 Filed 7-13-18; 8:45 am]
BILLING CODE 6750-01-C

32768 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations Wellsville, NY, Wellsville Muni Arpt, FEDERAL TRADE COMMISSION U.S.C. 553, to require that premerger Tarantine Fld, VOR–A, Amdt 6, notification be in such form and contain CANCELED 16 CFR Parts 801, 802, and 803 such information and documentary Columbus, OH, John Glenn Columbus Intl, material as may be necessary and RNAV (RNP) Z RWY 10L, Amdt 1C Premerger Notification; Reporting and appropriate to determine whether the Columbus, OH, John Glenn Columbus Intl, Waiting Period Requirements proposed transaction may, if RNAV (RNP) Z RWY 10R, Amdt 1C AGENCY: Federal Trade Commission. consummated, violate the antitrust laws. Delaware, OH, Delaware Muni—Jim Moore ACTION: Final rule. Section 7A(d)(2) of the Act, 15 U.S.C. Field, RNAV (GPS) RWY 10, Amdt 1A Delaware, OH, Delaware Muni—Jim Moore SUMMARY: The Commission is amending 18a(d)(2), grants the Commission, Field, RNAV (GPS) RWY 28, Amdt 1A the Hart-Scott-Rodino (‘‘HSR’’) with the concurrence of the Assistant London, OH, Madison County, RNAV (GPS) Premerger Notification Rules (the Attorney General, in accordance with 5 RWY 9, Orig-A ‘‘Rules’’) that require the parties to U.S.C. 553, the authority to define the London, OH, Madison County, RNAV (GPS) certain mergers and acquisitions to file terms used in the Act and prescribe RWY 27, Orig-A reports with the Federal Trade such other rules as may be necessary Mount Vernon, OH, Knox County, RNAV Commission (‘‘the Commission’’ or and appropriate to carry out the (GPS) RWY 28, Amdt 1C ‘‘FTC’’) and the Assistant Attorney purposes of section 7A of the Act. New Philadelphia, OH, Harry Clever Field, General in charge of the Antitrust Pursuant to that authority, the RNAV (GPS) RWY 15, Amdt 1 Division of the Department of Justice New Philadelphia, OH, Harry Clever Field, Commission, with the concurrence of (‘‘the Assistant Attorney General’’ or the Assistant Attorney General, RNAV (GPS) RWY 33, Orig ‘‘DOJ’’) (together the ‘‘Antitrust developed the Rules, codified in 16 CFR New Philadelphia, OH, Harry Clever Field, Agencies’’ or ‘‘Agencies’’) and to wait a parts 801, 802, and 803, and the VOR–A, Amdt 2B specified period of time before Premerger Notification and Report Form Sidney, OH, Sidney Muni, RNAV (GPS) RWY consummating such transactions. The (‘‘Form’’) and its associated Instructions, 28, Amdt 1A Commission is amending the Rules to codified in the appendix to part 803, to Steubenville, OH, Jefferson County Airpark, make them clearer and easier to apply. govern the form of premerger RNAV (GPS) RWY 32, Amdt 1A Willard, OH, Willard, Takeoff Minimums and The Commission is also amending the notification to be provided by merging Obstacle DP, Amdt 2 Rules to allow for the use of email in parties. Fairview, OK, Fairview Muni, Takeoff certain circumstances. Finally, the Commission is adding updated Potential filing parties rely on the Minimums and Obstacle DP, Amdt 4 Rules to determine whether they must Tahlequah, OK, Tahlequah Muni, RNAV Instructions to the Premerger Notification and Report Form which file under the Act and often consult the (GPS) RWY 35, Amdt 1A include amendments for clarity and to Premerger Notification Office to better Beaver Falls, PA, Beaver County, LOC RWY 10, Amdt 4C make several non-substantive changes. understand how to apply the Rules. St Marys, PA, St Marys Muni, LOC RWY 28, DATES: Effective August 15, 2018. These changes to the Rules and Amdt 4D FOR FURTHER INFORMATION CONTACT: Instructions address many of the St Marys, PA, St Marys Muni, RNAV (GPS) Nora Whitehead, Attorney, Premerger questions received. RWY 28, Amdt 1D Notification Office, Bureau of Amendments to the Rules St Marys, PA, St Marys Muni, Takeoff Competition, Room 5301, Federal Trade Minimums and Obstacle DP, Amdt 2A Commission, 400 7th Street SW, The Commission is amending the Cleveland, TN, Cleveland Rgnl Jetport, RNAV Washington, DC 20024. Telephone: Rules, as described below, in order to (GPS) RWY 3, Amdt 2 (202) 326–3100, Email: nwhitehead@ clarify them and make them easier for Cleveland, TN, Cleveland Rgnl Jetport, RNAV ftc.gov. potential filing parties to apply. The (GPS) RWY 21, Amdt 2 Commission is also amending the Rules SUPPLEMENTARY INFORMATION: Cleveland, TN, Cleveland Rgnl Jetport, to allow for the use of email in sending Takeoff Minimums and Obstacle DP, Amdt Introduction notice letters pursuant to 16 CFR 2 Section 7A of the Clayton Act (the 801.30, granting early termination, Austin, TX, Austin-Bergstrom Intl, ILS OR ‘‘Act’’) requires the parties to certain withdrawing a filing pursuant to 16 CFR LOC RWY 35R, ILS RWY 35R SA CAT I, mergers or acquisitions to file reports 803.12, and issuing requests for ILS RWY 35R SA CAT II, Amdt 4 with the Commission and DOJ and wait Floydada, TX, Floydada Muni, RNAV (GPS) additional information or documentary a specified period before consummating material (‘‘Second Requests’’). RWY 17, Amdt 1 the proposed transaction to allow the Floydada, TX, Floydada Muni, RNAV (GPS) A. Control of a Trust Agencies to conduct their initial review RWY 35, Amdt 1 of the transaction’s competitive impact. Renton, WA, Renton Muni, Takeoff The Commission is amending The reporting requirement and the Minimums and Obstacle DP, Amdt 8A waiting period that it triggers are § 801.1(b)(2) to clarify the term Seattle, WA, Seattle-Tacoma Intl, Takeoff ‘‘control’’ as it pertains to trusts. This intended to enable the Antitrust Minimums and Obstacle DP, Amdt 4B change explains that a person or entity Wheeling, WV, Wheeling Ohio Co, RNAV Agencies to determine whether a proposed merger or acquisition may is deemed to control a trust if that (GPS) RWY 34, Amdt 1A person or entity has the contractual Jackson, WY, Jackson Hole, RNAV (RNP) Y violate the antitrust laws if consummated and, when appropriate, to power to designate 50 percent or more RWY 1, Amdt 1 sradovich on DSK3GMQ082PROD with RULES seek a preliminary injunction in federal of the trust’s trustees, where the trust is Jackson, WY, Jackson Hole, RNAV (RNP) Y also irrevocable and/or the settlor does RWY 19, Amdt 2 court to prevent consummation. Section 7A(d)(1) of the Act, 15 U.S.C. not retain a reversionary interest. This Jackson, WY, Jackson Hole, RNAV (RNP) Z 18a(d)(1), directs the Commission, with revision does not alter the substance of RWY 1, Amdt 1 the concurrence of the Assistant the test, but merely aims to eliminate [FR Doc. 2018–15059 Filed 7–13–18; 8:45 am] Attorney General, in accordance with confusion that arises from the text as BILLING CODE 4910–13–P the Administrative Procedure Act, 5 currently written. VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00010 Fmt 4700 Sfmt 4700 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32769 B. Exemption for Goods Acquired in the § 803.5 regarding the applicability of the delivered in writing by email. Current Ordinary Course of Business rule to acquisitions of non-corporate Agency practice is to send notice via The Commission is amending § 802.1 interests. mail as well as to email the parties a to remove ‘‘realty’’ from the heading and Second Request within the original F. Withdraw and Refile Notification introductory paragraph of the rule. waiting period. In addition, the section The Commission is amending is amended to eliminate the requirement Although section 7A(c)(1) of the Act § 803.12(c) to clarify that the process for that the full text of a Second Request exempts from the reporting requirement withdrawing an HSR filing and will be read upon request. This both goods and realty transferred in the resubmitting it without incurring a new amendment makes clear that email ordinary course of business, § 802.1 filing fee is available only during the confirmation of the Second Request addresses only the exemption of goods, initial waiting period. Although a filing within the original waiting period is and the reference to realty in the may be withdrawn at any time while the sufficient for the Second Request to be heading and introductory paragraph is waiting period is open, pursuant to effective, and that email is a valid misleading and confusing. Prior to 1996, § 803.12(a), a party may refile without means of communication during the § 802.1 paralleled the language of the paying a new fee only prior to the waiting period. statute, which allowed for a broad expiration or early termination of the These amendments will make the ordinary course exemption but initial waiting period and prior to the Rules easier to apply for both filing contained no guidance on specifics. In 1996, the FTC revised and clarified the issuance of a Second Request. This parties and the Agencies. Further, ‘‘ordinary course of business’’ revision eliminates confusion about the amending the Rules to allow for the use exemption with four new rules—§ 802.1 availability of the withdraw and refile of email in sending notice letters through§ 802.3 and § 802.5. With this process. pursuant to § 801.30, granting early change, § 802.1 was amended to address G. Use of Email termination, withdrawing a filing, and only the acquisition of goods in the issuing Second Requests will make The Commission makes the following these processes more efficient. ordinary course of business. The amendments to allow for the use of removal of the term ‘‘realty’’ from email. Revisions to the Instructions to the § 802.1does not affect the treatment of • Section 803.5(a)(1) is amended to Form acquisitions of realty, which are allow notice letters required by § 801.30 addressed in the other regulations noted The Commission is adding updated to be sent via email. The PNO has Instructions to the Form with above. permitted notice letters to be sent via In addition, the Commission is amendments as follows. email for many years, and the D Page I of the Instructions now amending example 4 to § 802.1 to clarify Commission now formally authorizes provides an email address for the that the acquisition described could be the use of email to send notice letters Premerger Notification Office, an exempt pursuant to § 802.2. pursuant to § 801.30. The Commission updated address for DOJ’s Premerger C. Intraperson Transactions is also amending § 803.5(a)(1) to clarify and Division Statistics Unit, and a The Commission is amending that notice letters sent via email must be reminder that affidavits and § 802.30(c) to add ‘‘non-corporate sent to the email address of an officer certifications submitted with DVD interests’’ after assets and voting within the acquired issuer, such as the filings should be in searchable PDF securities. This change clarifies that, in Chief Executive Officer, General format. the context of a formation pursuant to Counsel or Secretary, or in the case of D Page I of the Instructions is also § 801.40 or § 801.50, the contribution of an unincorporated entity, persons edited to clarify how the terms non-corporate interests by the acquiring exercising similar functions. Allowing ‘‘documentary attachments,’’ ‘‘person person to the newly formed entity, like notice letters to be sent via email to an filing,’’ ‘‘filing person,’’ and ‘‘ultimate the contribution of assets and voting appropriate person at the acquired parent entity’’ are used in the securities, is exempt from the entity will make the process of Instructions. requirements of the Act as to that providing and receiving the notice letter D Page II of the Instructions is edited contributing acquiring person. This required by § 801.30 more efficient for to clarify that filing parties should change corrects an oversight in the non- filing parties. continue to use 6- and 10-digit 2012 corporate rulemaking.1 • Section 803.11(c) is amended to NAICS codes when responding to provide that grants of early termination certain items in the Form, until further D. Entity Formation will become effective upon notice to the announcement by the Premerger The Commission is amending filing persons transmitted by either Notification Office. § 802.41, Example 1, to replace the word telephone or email. Notice by email will D Page II of the Instructions is further ‘‘cash’’ with ‘‘assets.’’ In its current also serve as written confirmation. edited to clarify that the limitation on form, the example is confusing and Allowing for notice of grants of early the acquired person’s response applies misleading because the acquisition of an termination by email eliminates the to Items 5–7 of the Form. entity that holds only cash is not subject time-intensive and inefficient process of D Page III of the Instructions is edited to notification requirements. calling each party individually and then to indicate that there are now specific, following-up with a hard copy letter, limited criteria for fee payment via E. Affidavits instead combining notice and certified check. The Commission is amending confirmation into one step. D Page IV of the Instructions is edited § 803.5(a)(1) to clarify that the provision • Section 803.12(a) and (b) are to remove references to fax numbers. sradovich on DSK3GMQ082PROD with RULES applies to acquisitions of non-corporate amended to provide that a party’s D Page V of the Instructions is edited interests as well as acquisitions of notification to the Agencies of its to clarify that it is not necessary to list voting securities. With this amendment, withdrawal of its premerger notification all subsidiaries wholly owned by the the Commission brings § 803.5(a)(1) into may be delivered in writing by email or acquired entity in Item 3(a), and to accord with the language in the rest of mail to the Agencies. require filing parties to provide an index • Section 803.20(b) is amended to of any coded names used to refer to the 1 70 FR 11502 (Mar. 8, 2005). provide that a Second Request may be parties in any transaction document(s). 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32770 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations D Page V of the Instructions is also effective on August 15, 2018 without PART 801—COVERAGE RULES edited to include a list of the most prior public comment. common mistakes when completing the ■ 1. The authority citation for part 801 Regulatory Flexibility Act continues to read as follows: HSR Form. D Page VI of the Instructions is edited The Regulatory Flexibility Act, 5 Authority: 15 U.S.C. 18a(d). to include additional instructions U.S.C. 601–612, requires that the agency ■ 2. Amend § 801.1 by revising the regarding the numbering and cross- conduct an initial and final regulatory introductory text of paragraph (b)(2) to referencing of Item 4(c) and 4(d) analysis of the anticipated economic read as follows: documents. impact of the proposed amendments on D Page VI of the Instructions is further small businesses, except where the § 801.1 Definitions. clarified to note that any privilege log(s) agency head certifies that the regulatory * * * * * should contain the names of inside and action will not have a significant (b) * * * outside counsel providing privileged economic impact on a substantial (2) Having the contractual power legal advice. number of small entities. 5 U.S.C. 605. presently to designate 50 percent or D Page IX of the Instructions is edited The Regulatory Flexibility Act more of the directors of a for-profit or to note that if the acquiring person requirements apply, however, only to not-for-profit corporation, or 50 percent reports an associate overlap only, the rules or amendments that are subject to or more of the trustees in the case of acquired person need not respond to the notice-and-comment requirements trusts that are irrevocable and/or in Item 7. of the APA. See 5 U.S.C. 603, 604. which the settlor does not retain a D Page XI of the Instructions is edited Because these amendments are exempt reversionary interest. to cross-reference the regulation setting from those APA requirements, as noted * * * * * civil penalties for consummation of a earlier, they are also exempt from the reportable transaction without Regulatory Flexibility Act requirements. PART 802—EXEMPTION RULES providing complete and proper In any event, because of the size of the notification. transactions necessary to invoke an HSR ■ 3. The authority citation for part 802 D The footer on each page of the Filing, the premerger notification rules continues to read as follows: Instructions has been updated to reflect rarely, if ever, affect small businesses. Authority: 15 U.S.C. 18a(d). the date of the latest revision. Indeed, amendments to the Act in 2001 These amendments to the were intended to reduce the burden of ■ 4. Amend § 802.1 by revising the Instructions, which provide additional the premerger notification program by section heading, introductory text, and clarity, will benefit filing parties in the exempting all transactions valued at less Example 4 of paragraph (d)(4) to read as preparation of the Form. than $50 million (as adjusted annually). follows: Further, none of the proposed rule § 802.1 Acquisitions of goods in the Administrative Procedure Act amendments expands the coverage of ordinary course of business. The Commission finds good cause to the premerger notification rules in a Pursuant to section 7A(c)(1) of the adopt these changes without prior way that would affect small business. Clayton Act (the ‘‘Act’’), acquisitions of public comment. Under the Accordingly, to the extent, if any, that goods transferred in the ordinary course Administrative Procedure Act (‘‘APA’’), the Regulatory Flexibility Act applies, of business are exempt from the notice and comment are not required the Commission certifies that these notification requirements of the Act. ‘‘when the agency for good cause finds proposed rules will not have a This section identifies certain (and incorporates the finding and a brief significant economic impact on a acquisitions of goods that are exempt as statement of reasons therefore in the substantial number of small entities. transfers in the ordinary course of rules issued) that notice and public This document serves as notice of this business. This section also identifies procedure thereon are impracticable, certification to the Small Business certain acquisitions of goods that are not unnecessary, or contrary to the public Administration. in the ordinary course of business and, interest.’’ 5 U.S.C. 553(b)(3)(B). Paperwork Reduction Act therefore, do not qualify for the The Commission is amending the exemption. Rules to make them clearer and easier These changes do not contain any record maintenance, reporting or * * * * * to apply. The Commission is also disclosure requirements that would (d) * * * amending the Rules to allow for the use constitute agency ‘‘collections of (4) * * * of email in certain circumstances. Finally, the Commission is amending information’’ that would have to be Examples: * * * the Instructions to the Form for clarity submitted for clearance and approval by 4. ‘‘A,’’ a national producer of canned fruit, and to make several non-substantive the Office of Management and Budget preserves, jams and jellies, agrees to purchase under the Paperwork Reduction Act of from ‘‘B’’ for in excess of $50 million (as changes. These amendments fall within adjusted) a total of 20,000 acres of orchards the category of rules covering agency 1995, 44 U.S.C. 3501–3521. and vineyards in several locations procedure and practice that are exempt List of Subjects in 16 CFR Parts 801, throughout the U.S. ‘‘A’’ plans to harvest the from the notice-and-comment 802, and 803 fruit from the acreage for use in its canning requirements of the APA. See 5 U.S.C. operations. The acquisition is not exempt 553(b)(A). Because the amendments are Antitrust. under this section because orchards and not substantive in nature, they are also vineyards are real property, not ‘‘goods.’’ If, By direction of the Commission. sradovich on DSK3GMQ082PROD with RULES not subject to the delayed effective date on the other hand, ‘‘A’’ had contracted to Donald S. Clark, acquire from ‘‘B’’ the fruit and grapes provisions of the APA. See 5 U.S.C. Secretary. harvested from the orchards and vineyards, 553(d) (substantive rules may take effect the acquisition would qualify for the no sooner than 30 days after For the reasons stated above, the exemption as an acquisition of current publication). For these reasons, the Federal Trade Commission amends 16 supplies under paragraph (c)(3) of this Commission finds that there is good CFR parts 801, 802, and 803 as set forth section. 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Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32771 section, the acquisition could be exempt the case of an entity without officers) by expiration, termination or withdrawal of under § 802.2(g) as an acquisition of email, certified or registered mail, wire, a tender offer or the termination of an agricultural property. or hand delivery, at its principal agreement or letter of intent is made by * * * * * executive offices, of: the acquiring person or the acquired ■ 5. Amend § 802.30 by revising the * * * * * person with the U.S. Securities and introductory text of paragraph (c) to (vi) * * * Exchange Commission (‘‘SEC’’) under read as follows: Example to paragraph (a)(1)(vi): 1. the Securities Exchange Act of 1934 (15 Company A intends to acquire voting U.S.C. 78a et seq.) and rules § 802.30 Intraperson transactions. promulgated under that act. The securities of Company B. ‘‘A’’ sends, via * * * * * email, a notice letter to a general email acquiring person or acquired person (c) For purposes of applying § 802.4(a) account, information@CompanyB.com. ‘‘A’’ must notify the Federal Trade to an acquisition that may be reportable has not provided sufficient notice. Commission and the Antitrust Division under § 801.40 or § 801.50, assets, Alternatively, ‘‘A’’ sends, via email, a notice in writing by email or mail that such voting securities, or non-corporate letter to ‘‘B’s’’ President, Jane Doe, at filing has been made with the SEC and interests contributed by the acquiring Jane.Doe@CompanyB.com. ‘‘A’’ has provided email notice to a specific officer of ‘‘B.’’ the withdrawal shall be deemed person to a new entity upon its effective on the date of the SEC filing. formation are assets, voting securities, * * * * * Withdrawal of the HSR notification(s) or non- corporate interests whose ■ 9. Amend § 803.11 by revising shall occur even if statements are made acquisition by that acquiring person is paragraph (c) to read as follows: in the SEC filing indicating a desire to exempt from the requirements of the § 803.11 Termination of waiting period. recommence the tender offer or enter Act. into a new or amended agreement or * * * * * * * * * * (c) The Federal Trade Commission letter of intent. This paragraph is ■ 6. Amend § 802.41 by revising and the Assistant Attorney General may, inapplicable if the initial 15-day or 30- Example 1 to read as follows: in their discretion, terminate a waiting day waiting period has expired without period upon the written request of any issuance of a request for additional § 802.41 Corporations or unincorporated information or documentary material entities at time of formation. person filing notification or, notwithstanding paragraph (a) of this and without an agreement in place with * * * * * the Agencies to delay closing of the Examples: 1. Corporations A and B, each section, sua sponte. A request for termination of the waiting period shall transaction (‘‘a timing agreement’’); or having sales of in excess of $100 million (as early termination of that waiting period adjusted), each propose to contribute in be sent to the offices designated in § 803.10(c). Termination shall be has been granted, without a timing excess of $50 million (as adjusted) in assets effective upon notice to any requesting agreement in place; or if a request for in exchange for 50 percent of the voting securities of a new corporation, N. Under this person by either email or telephone, and additional information or documentary section, the new corporation need not file such notice shall be given as soon as material has been issued and the notification, although both A and B must do possible. Such notice shall be made to Agencies have either granted early so and observe the waiting period prior to each person which has filed termination or allowed the extended receiving any voting securities of N. notification, and notice of termination waiting period to expire following * * * * * shall be published in the Federal certification of compliance without a Register in accordance with section timing agreement in place. PART 803—TRANSMITTAL RULES (c) Resubmission without a new filing 7A(b)(2) of the Clayton Act (the ‘‘act’’). The Federal Trade Commission and the fee. (1) An acquiring person whose ■ 7. The authority citation for part 803 Assistant Attorney General also may use notification has been voluntarily continues to read as follows: other means to make the termination withdrawn pursuant to paragraph (a) of Authority: 15 U.S.C. 18a(d). public, prior to publication in the this section, or an acquiring person ■ 8. Amend § 803.5 by: Federal Register in a manner that will whose notification is deemed to have ■ a. Revising the introductory text of make the information equally accessible been automatically withdrawn under paragraph (a)(1); to all members of the public. paragraph (b) of this section, may ■ b. Adding an example in paragraph ■ 10. Amend § 803.12 by revising resubmit its notification, thereby (a)(1)(vi); and paragraphs (a), (b), and (c)(1) to read as initiating a new waiting period for the ■ c. In paragraph (a)(2), removing follows: same transaction without an additional ‘‘Example:’’ and adding in its place filing fee pursuant to § 803.9(f). This ‘‘Examples to paragraph (a)(2):’’. § 803.12 Withdraw and refile notification. procedure may be used only one time, The revisions and addition read as (a) Voluntary. An acquiring person, and only under the following follows: and in the case of an acquisition to circumstances: which § 801.30 does not apply, an (i) The notification is withdrawn prior § 803.5 Affidavits Required. acquired person, may withdraw its to the expiration or early termination of (a)(1) Section 801.30 acquisitions. For notification by notifying the Federal the waiting period and prior to the acquisitions to which § 801.30 applies, Trade Commission and the Antitrust issuance of a request for additional the notification required by the Act from Division in writing by email or mail of information pursuant to § 803.20 and each acquiring person shall contain an such withdrawal. section 7A(e) of the act; affidavit, attached to the front of the (b) Upon public announcement of sradovich on DSK3GMQ082PROD with RULES notification, or with the DVD termination. An acquiring person’s (ii) The proposed acquisition does not submission, attesting that the issuer or notification or, in the case of an change in any material way; unincorporated entity whose voting acquisition to which § 801.30 of this (iii) The resubmitted notification is securities or non-corporate interests are chapter does not apply, an acquiring or recertified, and the submission, as it to be acquired has received written an acquired person’s notification, will relates to Items 4(a), 4(b), 4(c), and 4(d) notice delivered to an officer (or a be deemed to have been withdrawn if of the Notification and Report Form, is person exercising similar functions in any filing that publicly announces the updated to the date of the resubmission; VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00013 Fmt 4700 Sfmt 4700 E:\FR\FM\16JYR1.SGM 16JYR1

32772 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations (iv) A new executed affidavit is email, telephone or in person. The hand, or by registered or certified mail provided with the resubmitted HSR person filing notification shall keep a at his or her home or business address. filing; and designated individual reasonably Example: A designee of the Federal (v) The resubmitted notification is available during normal business hours Trade Commission sends, by email, a refiled prior to the close of the second throughout the waiting period at the written request for additional business day after withdrawal. email or telephone number supplied in information to the CEO of corporation * * * * * the Notification and Report Form. W, the ultimate parent entity within a ■ 11. Amend § 803.20 by revising Notice of a request for additional person that filed notification. The paragraphs (b)(2)(ii) and (b)(3) and the information or documentary material request is effective under paragraph example in paragraph (b)(3) to read as need be given by email or telephone (b)(2)(i) of this section. If the email also follows: only to that individual or to the addressed a request for documentary individual designated in accordance material to the Secretary of corporation § 803.20 Requests for additional with paragraph (b)(2)(iii) of this section. information or documentary material. W, a named individual, under this The written confirmation of the request paragraph (b)(3), the request would * * * * * shall be emailed or mailed to the (b) * * * likewise be effective as to the individual ultimate parent entity of the person upon receipt of the email by corporation (2) * * * filing notification, or if another entity (ii) In the case of a written request, W. In the latter case, the Federal Trade within the person filed notification Commission also would send a copy of upon notice of the issuance of such pursuant to § 803.2(a), then to such request to the person to which it is the request to the Secretary of the entity. corporation at his or her home or directed within the original 30-day (or, in the case of a cash tender offer or of * * * * * business address, or email. an acquisition covered by 11 U.S.C. (3) Requests to natural persons. A * * * * * 363(b), 15-day) waiting period (or, if request addressed to an individual, § 802.23 applies, such other period as requiring that he or she submit Appendix to Part 803 [Redesignated as that section provides), provided that additional information or documentary Appendix A to Part 803] written confirmation of the request is material, shall be transmitted to the ■ 12. Redesignate the appendix to part emailed or mailed to the person to person filing notification of which the 803 as appendix A to part 803. which the request is directed within the individual is an ultimate parent entity, original 30-day (or, in the case of a cash officer, director, partner, agent or ■ 13. Add appendix B to part 803 to tender offer or of an acquisition covered employee, and shall be effective as to read as follows: by 11 U.S.C. 363(b), 15-day) waiting that individual when effective as to the period (or, if § 802.23 applies, such person filing notification pursuant to Appendix B to Part 803—Instructions to other period as that section provides). paragraph (b)(2) of this section. A the Notification and Report Form for Notice to the person to which the written copy of the request shall also be Certain Mergers and Acquisitions request is directed may be given by delivered to the individual by email, by BILLING CODE 6750–01–P sradovich on DSK3GMQ082PROD with RULES VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00014 Fmt 4700 Sfmt 4700 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32773 CMXCV ANTITRUST IMPROVEMENTS ACT NOTIFICATION AND REPORT FORM for Certain Mergers and Acquisitions The Notification and Report Form ("the Form") is required to be submitted pursuant to § 803.1 (a) of the premerger notification rules, 16 CFR Parts 801-803 ("the Rules"). These instructions specify the information that must be provided in response to the The Form must be a searchable PDF document. All other files items on the Form. must be in searchable PDF or MS Excel spreadsheet format and saved in color, if applicable. This includes the affidavit and Information certification. The central office for information and assistance concerning the Form and the Rules is: Label each DVD with the name of the person filing, the name of a contact person and that person's phone number. Leave space on Premerger Notification Office the DVD for the Agencies to write the assigned transaction Federal Trade Commission, Room #5301 number and date of receipt. 400 ylh Street, S.W. Washington, D.C. 20024 If the DVD or files contain viruses, passwords, or are not Phone: (202) 326-3100 readable, the filing will not be accepted and the waiting period will E-mail: HSRhelp@ftc.gov not start. Copies of the Form, Instructions and as well as information For further instructions on DVD filing and specific DVD to assist in completing the Form are available at the PNO requirements, go to HSR Resources on the PNO website. website. Definitions The definitions used in this Form are set forth in the Rules. See Statute, Rules and Formal Interpretations for copies of the Hart- Scott-Rodino Act ("the Act"), the Rules, and the Federal Register Notices issuing the Rules and Rule amendments ("Statements of Basis and Purpose"). The term "documentary attachments" refers .Q.!J.]y to materials submitted in response to Item 3(b), Item 4 and to submissions pursuant to§ 803.1 (b) of the Rules. The terms "person filing" or "filing person" mean the ultimate parent entity ("UPE"). (See§ 801.1 (a)(3)). The terms are used herein interchangeably. Filing Parties should file the completed Form, together with all Affidavits documentary attachments, with the Premerger Notification Office Affidavit(s) are required by § 803.5 and must attest to the good ("PNO") of the Federal Trade Commission ("FTC") and the faith of the persons filing to complete the transaction. Affidavits Premerger Unit of the Antitrust Division of the Department of must be notarized or use the language found in 28 U.S.C. § 1746 Justice ("DOJ") (together, "the Agencies"). Filers have the option relating to unsworn declarations under penalty of perjury. If an of submitting a DVD filing or a paper filing. Filings should be entity is filing on behalf of the acquiring or acquired person, the submitted to: affidavit must still attest to the good faith of the UPE. Premerger Notification Office In non-§ 801.30 transactions, the affidavit(s) (submitted by Federal Trade Commission, Room #5301 both persons filing) must attest that a contract, agreement in 400 ylh Street, S.W. principle or letter of intent to merge or acquire has been Washington, D.C. 20024 executed, and further attest to the good faith intention of the person filing notification to complete the transaction. (See § 803.5(b)). and In § 801.30 transactions, the affidavit (submitted .Q.!J.]y by the Department of Justice acquiring person) must attest: Antitrust Division Premerger and Division Statistics Unit 1) that the issuer whose voting securities or the 450 Fifth Street, N.W., Suite 1100 unincorporated entity whose non-corporate interests are Washington, D.C. 20530 to be acquired has received notice, as described below, from the acquiring person; If one or both delivery sites are unavailable, the Agencies may 2) in the case of a tender offer, that the intention to make announce alternate sites for delivery through the media and, if the tender offer has been publicly announced; and sradovich on DSK3GMQ082PROD with RULES possible, at the PNO website. Instructions to FTC Form C4 (rev. 02/04/2018) CMXCV ER16JY18.001</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00015 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

32774 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations CMXCVI 3) the good faith intention of the person filing notification to when their acquisition is exempt under the Act or Rules. (See complete the transaction. § 803.2(c)). Acquiring persons in § 801.30 transactions are required to Year submit a copy of the notice received by the acquired person All references to "year" refer to calendar year. If data are not pursuant to§ 803.5(a)(3) along with the filing. This notice available on a calendar year basis, supply the requested data for must include: the fiscal year reporting period that most nearly corresponds to the calendar year specified. References to "most recent year" 1) the identity of the acquiring person and the fact that the mean the most recent calendar or fiscal year for which the acquiring person intends to acquire voting securities of requested information is available. the issuer or non-corporate interests of the unincorporated entity; North American Industry Classification System (NAICS) Data The Form requests "dollar revenues" categorized by NAICS 2) the specific notification threshold that the acquiring codes for non-manufactured and manufactured products with person intends to meet or exceed in an acquisition of respect to operations conducted within the United States, and for voting securities; products manufactured outside of the United States and sold into the United States. (See§ 803.2(d)). Filing persons must submit 3) the fact that the acquisition may be subject to the Act, data at the 6-digit NAICS national industry code level to reflect and that the acquiring person will file notification under non-manufacturing dollar revenues. To the extent that dollar the Act; revenues are derived from manufacturing operations (NAICS Sectors 31-33), filing persons must only submit data at the 10- 4) the anticipated date of receipt of such notification by the digit NAICS product code levels, not the 6-digit level. (See Item 5 Agencies; and below). 5) the fact that the person within which the issuer or In reporting information by 6-digit NAICS industry code, refer to unincorporated entity is included may be required to file the 2012 North American Industry Classification System - United notification under the Act. (See§ 803.5(a)). States published by the Executive Office of the President, Office of Management and Budget. In reporting information by 10-digit Responses NAICS product code, refer to the 2012 Numerical List of Enter the name of the person filing notification in Item 1(a) on Manufactured and Mineral Products published by the Bureau of page 1 of the Form, and enter the same name and the date on the Census. Information regarding NAICS is available at which the Form is completed at the top of each page of the Form. www.census.gov. This site also provides assistance in choosing the proper code(s) for reporting in Item 5 of the Form. If there is insufficient room on the Form for a response to a particular item, attach "additional pages" behind that item on the Filers should continue to use 6- and 10-digit 2012 NAICS codes Form. Filers must submit a complete set of additional pages when filling out Items 5, 7, and 8 of the Form. The U.S. Census within each copy of the Form. Bureau is transitioning to a new classification system and the PNO will wait until that system is fully functional before switching. Each additional page should identify, at the top of the page, the Please monitor the PNO's website for further announcements on name of the person filing notification, the date on which the Form this topic. is completed and the item to which it is addressed. Thresholds Voluntary submissions pursuant to§ 803.1 (b) should be identified Filing fee and notification thresholds are adjusted annually as V-1, V-2, etc. pursuant to 15 U.S.C. § 18A(a)(2)(A) based on the change in gross national product, in accordance with 15 U.S.C. § 19(a)(5). If unable to answer any item fully, provide such information as is The current threshold values can be found at Current Filing available and a statement of reasons for non-compliance as Thresholds. required by § 803.3. If exact answers to any item cannot be given, enter best estimates and indicate the source or basis of such estimates. Add an endnote with the notation "est." to any END OF GENERAL SECTION item where data are estimated. All financial information should be expressed in millions of dollars rounded to the nearest one-tenth of a million dollars. Limited Response The acquired person should limit its response in Items 5-7: 1) in the case of an acquisition of assets, to the assets being acquired; 2) in the case of an acquisition of voting securities, to the issuer(s) whose voting securities are being acquired and all entities controlled by such acquired entities; and 3) in the case of an acquisition of non-corporate interests, to the unincorporated entity(s) whose non-corporate interests are being acquired and all entities controlled by such acquired entities. Separate responses may be required where a person is both acquiring and acquired. (See§ 803.2(b)). Information need not be supplied regarding assets, voting securities or non-corporate interests currently being acquired sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) CMXCVI ER16JY18.002</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00016 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32775 CMXCVII Early Termination Put an X in the "yes" box to request early termination of the waiting period. Notification of each grant of early termination will Fee Information be published in the Federal Register, as required by 15 U.S.C. The fee for filing the Form is based on the aggregate total value § 18A(b)(2), and on the PNO website. Note that if either party in of assets, voting securities and controlling non-corporate interests .§!JY transaction requests early termination, it may be granted and to be held as a result of the acquisition: published. Transactions Subject to International Antitrust Notification If, to the knowledge or belief of the filing person at the time of filing, a non-U.S. antitrust or competition authority has been or will be notified of the proposed transaction, list the name of each such greater than $50 million (as authority. Response to this item is voluntary. adjusted) but less than $100 million $45,000 (as adjusted) $100 million (as adjusted) or greater but less than $500 million $125,000 (as adjusted) $500 million or greater (as adjusted) $280,000 For current thresholds and fee information, see the PNO website. Amount Paid Indicate the amount of the filing fee paid. This amount should be net of any banking or financial institution charges. Payer Identification Provide the payer's name and 9-digit Taxpayer Identification Number (TIN). If the payer is a natural person with no TIN, provide the natural person's social security number. Method of Payment The preferred method of payment is by electronic wire transfer (EWT). For EWT payments, provide the EWT confirmation number and the name of the financial institution from which the EWT is being sent. If the EWT confirmation number is not available at the time of filing, provide this information to the PNO within two business days of filing. In order for the FTC to track payment, the payer must provide information required by the Fedwire Instructions to the financial institution initiating the EWT. A template of the Fedwire Instructions is available at the PNO website on the Filing Fee Information page. There are now specific, limited criteria for paying by certified check. Please see the Filing Fee Information page for details. Corrective Filings Put an X in the appropriate box to indicate whether the notification is a corrective filing (i.e., an acquisition that has already taken place without filing, in violation of the statute). See Procedures for Submitting Post-Consummation Filings for more information on how to proceed in the case of a corrective filing. Cash Tender Offer Put an X in the appropriate box to indicate whether the acquisition is a cash tender offer. Bankruptcy Put an X in the appropriate box to indicate whether the acquired person's filing is being made by a trustee in bankruptcy or by a debtor-in-possession for a transaction that is subject to Section 363(b) of the Bankruptcy Code (11 U.S.C. § 363). sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) CMXCVII ER16JY18.003</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00017 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

32776 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations CMXCVIII Item 1(a) Item 2(a) Provide the name, headquarters address and website (if one Provide the names of all UPEs of acquiring and acquired persons exists) of the person filing notification. The name of the person that are parties to the transaction, whether or not they are filing is the name of the UPE. (See§ 801.1 (a)(3)). required to file notification. If a person is not required to file, check the non-reportable box. Item 1(b) Indicate whether the person filing notification is an acquiring Item 2(b) person, an acquired person, or both an acquiring and acquired Put an X in all the boxes that apply to the transaction. person. (See§ 801.2). Item 2(c) Item 1(c) This item should only be completed by the acquiring person Put an X in the appropriate box to indicate whether the person in where voting securities are being acquired. If more than Item 1(a) is a corporation, unincorporated entity, natural person, voting securities are being acquired, respond to this item only or other (specify). (See§ 801.1). regarding voting securities. Put an X in the box to indicate the highest applicable threshold for which notification is being filed: Item 1(d) $50 million (as adjusted), $100 million (as adjusted), $500 million Put an X in the appropriate box to indicate whether data furnished (as adjusted), 25% (if the value of voting securities to be held is in Item 5 is by calendar year or fiscal year. If fiscal year, specify greater than $1 billion, as adjusted), or 50%. (See§ 801.1 (h)). the time period. Note that the 50% notification threshold is the highest threshold Item 1(e) and should be used for any acquisition of 50% or more of the Put an X in the appropriate box to indicate if the Form is being voting securities of an issuer, regardless of the value of the voting filed on behalf of the UPE by another entity within the same securities. For instance, an acquisition of 100% of the voting person authorized by it to file notification on its behalf pursuant to securities of an issuer, valued in excess of $500 million (as § 803.2(a), or if the Form is being filed pursuant to§ 803.4 on adjusted) would cross the 50% notification threshold, not the $500 behalf of a foreign person. Then provide the name and mailing million (as adjusted) threshold. address of the entity filing notification on behalf of the filing person named in Item 1(a) of the Form. Item 2(d) Provide the requested information on assets, voting securities Item 1(f) and non-corporate interests. If a combination of assets, voting For the acquiring person, if an entity other than the UPE listed in securities and/or non-corporate interests are being acquired and Item 1(a) is making the acquisition, provide the name and mailing allocation is not possible, note such information in an endnote. address of that entity and the percentage of its voting securities or non-corporate interests held directly or indirectly by the person For determining percentage of voting securities, evaluate total named in Item 1(a) above. voting power per § 801.12. For the acquired person, if the assets, voting securities or non- For determining percentage of non-corporate interests, evaluate corporate interests of an entity other than the UPE listed in Item the economic interests per§ 801.1 (b)(1)(ii). 1(a) are being acquired, provide the name and mailing address of that entity and the percentage of its voting securities or non- Item 2(d)(i) corporate interests held directly or indirectly by the person named State the value of voting securities already held. (See § 801.1 0). in Item 1(a) above: Item 2(d)(ii) Item 1(g) State the percentage of voting securities already held. (See Provide the name and title, firm name, address, telephone § 801.12). number, and e-mail address of the primary and secondary individuals to contact regarding the Form. A second contact Item 2(d)(iii) person is required. (See§ 803.20(b)(2)(ii)). State the total value of voting securities to be held as a result of the acquisition. (See§ 801.1 0). Item 1(h) Foreign filing persons must provide the name, firm name, Item 2(d)(iv) address, telephone number, and e-mail address of an individual State the total percentage of voting securities to be held as a located in the United States designated for the limited purpose of result of the acquisition. (See § 801.12). receiving notice of the issuance of a request for additional information or documentary material. (See § 803.20(b)(2)(iii)). Item 2(d)(v) State the value of non-corporate interests already held. (See Note: The Form has fields for fax numbers in Item 1. Providing fax § 801.10). numbers is no longer necessary. The fields will be deleted during the next update of the HSR Form. Item 2(d)(vi) State the percentage of non-corporate interests already held. (See§ 801.1 (b)(1)(ii)). END OF ITEM 1 Item 2(d)(vii) State the total value of non-corporate interests to be held as a result of the acquisition. (See§ 801.1 0). sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) CMXCVIII ER16JY18.004</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00018 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32777 CMXCIX Item 2(d}(viii} Item 3(a} State the total percentage of non-corporate interests to be held as At the top of Item 3(a), list the name and mailing address of each a result of the acquisition. (See§§ 801.10 and 801.1 (b)(1)(ii)). acquiring and acquired person, and acquiring and acquired entity, whether or not required to file notification. It is not necessary to Item 2(d}(ix} list every subsidiary wholly-owned owned by an acquired entity. State the value of assets to be held as a result of the acquisition. (See§801.10). In the Transaction Description section, briefly describe the transaction, indicating whether assets, voting securities or non- Item 2(d}(x} corporate interests (or some combination) are to be acquired. State the aggregate total value of assets, voting securities and Describe the business operation(s) being acquired. If assets, non-corporate interests of the acquired person to be held as a describe the assets and whether they comprise a business result of the acquisition. (See§§ 801.10, 801.12, 801.13 and operation. Also, indicate what consideration will be received by 801.14). each party and the scheduled consummation date of the transaction. If any attached transaction documents use coded names to refer END OF ITEM 2 to the parties, please provide an index identifying the codes. If there are additional filings, such as shareholder backside filings, associated with the transaction, identify those. Also, identify any special circumstances that apply to the filing, such as whether part of the transaction is exempt under one of the exemptions found in Part 802. Item 3(b} Furnish copies of all documents that constitute the agreement(s) among the acquiring person(s) and the person(s) whose assets, voting securities or non-corporate interests are to be acquired. Also furnish agreements not to compete and other agreements between the parties. Do not submit schedules and the like unless they contain agreements not to compete, other agreements between the parties, or other important terms of the transaction. For purposes of Item 3(b), responsive documents must be submitted; identifying an internet address or providing a link is not sufficient. Documents that constitute the agreement(s) (e.g., a Letter of Intent, Merger Agreement, Purchase and Sale Agreement) must be executed, while agreements not to compete may be provided in draft form if that is the most recent version. If parties are filing on an executed Letter of Intent, they may also submit a draft of the definitive agreement, if one exists. Note that transactions subject to § 801.30 and bankruptcies under 11 U.S.C. § 363 do not require an executed agreement or letter of intent. For bankruptcies, provide the order from the bankruptcy court. END OF ITEM 3 sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) CMXCIX ER16JY18.005</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00019 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

32778 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations M Privilege Note that if the filing person withholds or redacts portions of any Item 4(a) document responsive to Items 4(c) and 4(d) based on a claim of Provide the names of all entities within the person filing privilege, the person must provide a statement of reasons for non- notification, including the UPE, that file annual reports (Form 10-K compliance (a "privilege log") detailing the claim of privilege for or Form 20-F) with the United States Securities and Exchange each withheld or redacted document. (See§ 803.3(d)). Commission, and provide the Central Index Key (CIK) number for each entity. For each document, include the: Item 4(b) 1) title of the document; Provide the most recent annual reports and/or annual audit reports (or, if audited is unavailable, unaudited) of the person 2) its author; filing notification. 3) author's title/position; The acquiring person should also provide the most recent reports of the acquiring entity(s) and any controlled entity whose dollar 4) addressee; revenues contribute to an overlap reported in Item 7. 5) addressee's title/position; The acquired person should also provide the most recent reports of the acquired entity(s). 6) date; Natural persons need only provide the most recent reports for the 7) subject matter; highest level entity(s) they control. Do not provide personal balance sheets or tax returns. 8) all recipients of the original and any copies; If the most recent reports do not show sales or assets sufficient to 9) recipients' titles/positions; meet the size of person test, and the size of person test is relevant given the size of the transaction, the filing person must 10) document's present location; and stipulate in Item 4(b) that it meets the test. 11) who has control over it. Note that the person filing notification may incorporate a document by reference to an internet address directly linking to Additionally, the filing person must state the factual basis the document. (See§ 803.2(e)). supporting the privilege claim in sufficient detail to enable staff to assess the validity of the claim for each document without Items 4(c) and 4(d) disclosing the protected information. For each document responsive to Items 4(c) and 4(d), provide the: If a privileged document was circulated to a group, such as the Board or an investment committee, the name of the group is 1) document's title; sufficient, but the filing person should be prepared to disclose the names and titles/positions of the individual group members, if 2) date of preparation; and requested. If the claim of privilege is based on advice from inside and/or outside counsel, the name of the inside and/or outside 3) name and title of each individual who prepared the counsel providing the advice (and the law firm, if applicable) must document. be provided. If several lawyers participated in providing advice, identifying lead counsel is sufficient. In identifying who controls a If a specific date is not available, indicate the month and year the document, the name of the law firm is sufficient. document was prepared. When creating a privilege log, use a separate numbering system If a large group of people prepared the document, list all the for withheld documents, such as P-1, P-2, etc. Redacted authors and their titles, identifying the principal authors. documents should also be listed in a separate log that complies with§ 803.3(d). Alternatively, it is acceptable to indicate that the document was prepared under the supervision of the lead author and to provide Item 4(c) the name and title of that author. If a third party prepared the Provide all studies, surveys, analyses and reports which were document, the date of preparation and the name of the third party prepared by or for any officer(s) or director(s) (or, in the case of will suffice. unincorporated entities, individuals exercising similar functions) for the purpose of evaluating or analyzing the acquisition with Numbering respect to market shares, competition, competitors, markets, Number each document provided in response to Items 4(c) and potential for sales growth or expansion into product or geographic 4(d). Number 4(c) documents 4(c)-1, 4(c)-2, 4(c)-3, markets. etc. Likewise, number 4(d) documents 4(d)-1, 4(d)-2, 4(d)-3, etc., regardless of the three sub-categories within Item 4(d). If Item 4(d) providing only one document, identify it as 4(c)-1 or 4(d)-1. Item 4(d)(i) Provide all Confidential Information Memoranda prepared by or When submitting a document responsive to both 4(c) and 4(d), list for any officer(s) or director(s) (or, in the case of unincorporated it only once, under 4(c) Q[ 4(d). If a document is responsive to entities, individuals exercising similar functions) of the UPE of the both 4(c) and 4(d), do not cross-reference. acquiring or acquired person or of the acquiring or acquired entity(s) that specifically relate to the sale of the acquired entity(s) sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) M ER16JY18.006</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00020 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32779 Ml ITEMS 5 THROUGH 7 or assets. If no such Confidential Information Memorandum Limited response for acquired person. For Items 5 through 7, exists, submit any document(s) given to any officer(s) or the acquired person should limit its response in the case of an director(s) of the buyer meant to serve the function of a acquisition of: Confidential Information Memorandum. This does not include ordinary course documents and/or financial data shared in the 1) assets, to the assets to be acquired; course of due diligence, except to the extent that such materials served the purpose of a Confidential Information Memorandum 2) voting securities, to the issuer(s) whose voting securities when no such Confidential Information Memorandum exists. are being acquired and all entities controlled by such Documents responsive to this item are limited to those produced issuer; and/or up to one year before the date of filing. 3) non-corporate interests, to the unincorporated entity(s) Item 4(d)(ii) being acquired and all entities controlled by such Provide all studies, surveys, analyses and reports prepared by unincorporated entity(s). investment bankers, consultants or other third party advisors ("third party advisors") for any officer(s) or director(s) (or, in the A person filing as both acquiring and acquired persons may be case of unincorporated entities, individuals exercising similar required to provide a separate response to Items 5 through 7 in functions) of the UPE of the acquiring or acquired person or of the each capacity so that it can properly limit its response as an acquiring or acquired entity(s) for the purpose of evaluating or acquired person. (See§§ 803.2(b) and (c)). analyzing market shares, competition, competitors, markets, potential for sales growth or expansion into product or geographic markets that specifically relate to the sale of the acquired entity(s) or assets. This item requires only materials developed by third party advisors during an engagement or for the purpose of This item requests revenue information by NAICS code regarding seeking an engagement. Documents responsive to this item are dollar revenues. (See NAICS Data section on page II). All limited to those produced up to one year before the date of filing. persons must submit data on non-manufacturing dollar revenues at the 6-digit NAICS industry code level. To the extent that dollar Item 4(d)(iii) revenues are derived from manufacturing operations (NAICS Provide all studies, surveys, analyses and reports evaluating or Sectors 31-33), only submit data at the 10-digit product code level analyzing synergies and/or efficiencies prepared by or for any (NAICS-based codes). officer(s) or director(s) (or, in the case of unincorporated entities, individuals exercising similar functions) for the purpose of List all NAICS codes in ascending order. evaluating or analyzing the acquisition. Financial models without stated assumptions need not be provided in response to this item. Persons filing notification should include the total dollar revenues for all entities included within the person filing notification at the time the Form is prepared. If no dollar revenues are reported, END OF ITEM 4 check the "None" box and provide a brief explanation. Item 5(a) Provide 6-digit NAICS industry data concerning the aggregate U.S. operations of the person filing notification for the most recent year in all non-manufacturing NAICS Sectors in which the person engaged. If the dollar revenues for a non-manufacturing NAICS code totaled less than one million dollars in the most recent year, that code may be omitted from Item 5(a). Provide 10-digit NAICS product code data for each product code within all manufacturing NAICS Sectors (31-33) in which the person engaged in the U.S., including dollar revenues for each product manufactured outside the U.S. but sold into the U.S. Sales of any manufactured product should be reported in a manufacturing code only, even if sold through a separate warehouse or retail establishment. If such data have not been compiled for the most recent year, estimates of dollar revenues by 6-digit NAICS industry codes and 10-digit NAICS product codes may be provided. Check the Overlap box for a NAICS code if both parties to the transaction generate dollar revenues in that NAICS code. If there is Q[!Jy a 6-digit overlap in a manufacturing code in Item 7, do not check the Overlap box for a related 10-digit code in Item 5. sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) Ml ER16JY18.007</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00021 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

32780 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations Mil Item 5(b) An acquired person does not complete Item 6 if the Complete only if the acquisition is the formation of a joint transaction involves only the acquisition of assets. If the venture corporation or unincorporated entity. (See§§ 801.40 transaction involves a mix of assets along with voting securities and 801.50). If the acquisition is not the formation of a joint and/or non-corporate interests, the acquired person must venture, check the "Not Applicable" box. complete Item 6 as related to the voting securities and non- corporate interests. Item 5(b)(i) List the contributions that each person forming the joint venture Item 6(a) corporation or unincorporated entity has agreed to make, Subsidiaries of filing person. List the name, city and specifying when each contribution is to be made and the value of state/country of all U.S. entities, and all foreign entities that have the contribution as agreed by the contributors. sales in or into the U.S., that are included within the person filing notification. Entities with total assets of less than $10 million may Item 5(b)(ii) be omitted. Alternatively, the filing person may report all entities Describe fully the consideration that each person forming the joint within it. venture corporation or unincorporated entity will receive in exchange for its contribution(s). Item 6(b) Minority shareholders. For the acquired entity(s) and for the Item 5(b)(iii) acquiring entity(s) and its UPE or, in the case of natural persons, Describe generally the business in which the joint venture the top-level corporate or unincorporated entity(s) within that corporation or unincorporated entity will engage, including its UPE, list the name and headquarters mailing address of each principal types of products or activities, and the geographic areas shareholder that holds 5% or more but less than 50% of the in which it will do business. outstanding voting securities or non-corporate interests of the entity, and the percentage of voting securities or non-corporate Item 5(b)(iv) interests held by that person. (See§ 801.1 (c)) Identify each 6-digit NAICS industry code in which the joint venture corporation or unincorporated entity will derive dollar For limited partnerships, only the general partner(s), regardless of revenues. If the joint venture corporation or unincorporated entity percentage held, should be listed. will be engaged in manufacturing, also specify each 10-digit NAICS product code in which it will derive dollar revenues. Item 6(c) Minority holdings. Item 6(c) requires the disclosure of holdings of 5% or more but less than 50%, of any entity(s) that derives END OF ITEM 5 dollar revenues in any 6-digit NAICS code reported by the other person filing notification. Holdings in those entities that have total assets of less than $10 million may be omitted. The acquiring person may rely on its regularly prepared financials that list its investments, and those of its associates that list their investments, to respond to Items 6(c)(i) and (ii), provided the financials are no more than three months old. If NAICS codes are unavailable, holdings in entities that have operations in the same industry, based on the knowledge or belief of the acquiring person, should be listed. In responding to Items 6(c)(i) and 6(c)(ii), it is permissible for the acquiring person to list all entities in which it or its associate(s) holds 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity. Holdings in those entities that have total assets of less than $10 million may be omitted. Item 6(c)(i) Minority holdings of filing person. If the person filing notification holds 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any unincorporated entity, list the issuer and percentage of voting securities held, or in the case of an unincorporated entity, list the unincorporated entity and the percentage of non-corporate interests held. The acquiring person should limit its response, based on its knowledge or belief, to entities that derived dollar revenues in the most recent year from operations in industries within any 6-digit NAICS industry code in which the acquired entity(s) or assets also derived dollar revenues in the most recent year. The acquired person should limit its response, based on its knowledge or belief, to entities that derive dollar revenues in the sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) Mil ER16JY18.008</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00022 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32781 Mill same 6-digit NAICS industry code as the acquiring person. If, to the knowledge or belief of the person filing notification, the acquiring person, or any associate (see§ 801.1 (d)(2)) of the Item 6(c)(ii) acquiring person, derived any amount of dollar revenues (even if Minority holdings of associates. omitted from Item 5) in the most recent year from operations: This item should only be completed by the acquiring person. Based on the knowledge or belief of the acquiring person, for 1) in industries within any 6-digit NAICS industry code in each associate (see§ 801.1 (d)(2)) of the acquiring person which any acquired entity that is a party to the holding: acquisition also derived any amount of dollar revenues in the most recent year; Q[ 1) 5% or more but less than 50% of the voting securities or non-corporate interests of the acquired entity(s); and/or 2) in which a joint venture corporation or unincorporated entity will derive dollar revenues; 2) 5% or more but less than 50% of the voting securities of any issuer or non-corporate interests of any then for each such 6-digit NAICS industry code follow the unincorporated entity that derived dollar revenues in the instructions below for this section. most recent year from operations in industries within any 6-digit NAICS industry code in which the acquired Note that if the acquired entity is a joint venture, the only overlaps entity(s) or assets also derived dollar revenues in the that should be reported are those between the assets to be held most recent year; by the joint venture and any assets of the acquiring person or its associates not contributed to the joint venture. list the associate, the issuer or unincorporated entity and the percentage held. Also, if the acquiring person reports an associate overlap only, the acquired person does not need to respond to Item 7. END OF ITEM 6 Item ?(a) Industry Code Overlap Information Provide the 6-digit NAICS industry code and description for the industry, and indicate whether the overlap is from the person, an associate or both. Item ?(b) Item 7(b)(i) If the UPE of the other person(s) filing notification derived dollar revenues in the same 6-digit industry code(s) listed in Item ?(a), list the name of that UPE and the name of the entity(s) within that UPE that actually derived those dollar revenues, if different from the entity(s) listed in Item 3(a). Item ?(b)(ii) This item should only be completed by the acquiring person. List the name of each associate of the acquiring person that also derived dollar revenues through a controlled operating company(s) in the 6-digit industry and, if different, the name of the entity(s) that actually derived those dollar revenues. Item ?(c) Geographic Market Information Use the 2-digit postal codes for states and territories and provide the total number of states and territories at the end of the response. Note that except in the case of those NAICS industries in the Sectors and Subsectors mentioned in Item 7(c)(iv)(b), the person filing notification may respond with the word "national" if business is conducted in all 50 states. Item 7(c)(i) NAICS Sectors 31-33 For each 6-digit NAICS industry code within NAICS Sectors 31-33 (manufacturing industries) listed in Item ?(a), list the relevant geographic information in which, to the knowledge or belief of the person filing the notification, the products in that 6-digit NAICS industry code produced by the person filing notification are sold without a significant change in their form (whether they are sold by the person filing notification or by others to whom such products have been sold or resold). Except for industries covered sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) Mill ER16JY18.009</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00023 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

32782 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations MIV 442 furniture and home furnishings stores 443 electronics and appliance stores by Item 7(c)(iv)(b), the relevant geographic information is all 516 internet publishing & broadcasting states or, if desired, portions thereof. 518 internet service providers 519 other information services Item 7(c)(ii) 523 securities, commodity contracts and other NAICS Sector 42 financial investments and related activities For each 6-digit NAICS industry code within NAICS Sector 42 5242 insurance agencies and brokerages, and other (wholesale trade) listed in Item ?(a), list the states or, if desired, insurance related activities portions thereof in which the customers of the person filing 525 funds, trusts and other financial vehicles notification are located. 53 real estate and rental and leasing 54 professional, scientific and technical services Item 7(c)(iii) 55 management of companies and enterprises NAICS Industry Group 5241 56 administrative and support and waste For each 6-digit NAICS industry code within NAICS Industry management and remediation services Group 5241 (insurance carriers) listed in Item ?(a), list the state(s) 61 educational services in which the person filing notification is licensed to write 7212 recreational vehicle parks and recreational insurance. camps 7213 rooming and boarding houses Item 7(c)(iv)(a) 813 religious, grantmaking, civic, professional, and Other NAICS Sectors similar organizations For each 6-digit NAICS industry code listed in item ?(a) within the 8114 personal and household goods repair and NAICS Sectors or Subsectors below, list the states or, if desired, maintenance portions thereof in which the person filing notification conducts such operations. Item 7(d) This item should only be completed by the acquiring person. 11 agriculture, forestry, fishing and hunting Use the geographic markets listed in Items 7(c)(i) through 7(c)(iv) 21 mining to respond to this item, providing the information for associates of 22 utilities the acquiring person. Provide separate responses for each 23 construction associate of the acquiring person and, if different, the controlled 48-49 transportation and warehousing operating company(s) that actually derived the dollar revenues. 511 publishing industries 515 broadcasting 517 telecommunications END OF ITEM 7 71 arts, entertainment and recreation Item 7(c)(iv)(b) For each 6-digit NAICS industry code listed in item ?(a) within the NAICS Sectors or Subsectors below, provide the address, arranged by state. county and city or town, of each establishment from which dollar revenues were derived in the most recent year by the person filing notification. 2123 nonmetallic mineral mining and quarrying 32512 industrial gases 32732 concrete 32733 concrete products 44-45 retail trade, except 442 (furniture and home furnishings stores), and 443 (electronics and appliance stores) 512 motion picture and sound recording industries 521 monetary authorities - central bank 522 credit intermediation and related activities 532 rental and leasing services 62 health care and social assistance 72 accommodations and food services, except 7212 (recreational vehicle parks and recreational camps), and 7213 (rooming and boarding houses) 811 repair and maintenance, except 8114 (personal and household goods repair and maintenance) 812 personal and laundry services Item 7(c)(iv)(c) For each 6-digit NAICS industry code listed in item ?(a) within the NAICS Sectors or Subsectors below, list the states or, if desired, portions thereof in which the person filing notification conducts such operations. sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) MIV ER16JY18.010</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00024 Fmt 4700 Sfmt 4725 E:\FR\FM\16JYR1.SGM 16JYR1

Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations 32783 MV This item should only be completed by the acquiring person. See § 803.6 for requirements. Determine each 6-digit NAICS industry code listed in Item 7(a), in which the acquiring person derived dollar revenues of $1 million The certification must be notarized or use the language found in or more in the most recent year and in which either: 28 U.S.C. § 1746 relating to unsworn declarations under penalty of perjury. 1) the acquired entity derived dollar revenues of $1 million or more in the recent year (or in the case of the formation of a joint venture corporation or unincorporated entity, the joint venture corporation or unincorporated entity reasonably can be expected to Section 18a(a) ofTitle 15 of the U.S. Code authorizes the derive dollar revenues of $1 million or more); Q!: collection of this information. Our authority to collect Social Security numbers is 31 U.S.C. § 7701. The primary use of 2) in the case of acquired assets, to which dollar revenues information submitted on this Form is to determine whether the of $1 million or more were attributable in the most recent reported merger or acquisition may violate the antitrust laws. year. Taxpayer information is collected, used, and may be shared with other agencies and contractors for payment processing, debt For each such 6-digit NAICS industry code, list all acquisitions of collection and reporting purposes. Furnishing the information on entities or assets deriving dollar revenues in that 6-digit NAICS the Form is voluntary. Consummation of an acquisition required industry code made by the acquiring person in the five years prior to be reported by the statute cited above without having provided to the date of the instant filing, even if the transaction was non- this information may, however, render a person liable to civil reportable. List only acquisitions of 50% or more of the voting penalties up to the amount listed in 16 C.F.R. §1.98(a) per day. securities of an issuer or 50% or more of non-corporate interests of an unincorporated entity that had annual net sales or total We also may be unable to process the Form unless you provide assets greater than $10 million in the year prior to the acquisition, all of the requested information. and any acquisitions of assets valued at or above the statutory size-of-transaction test at the time of their acquisition. This item pertains only to acquisitions of U.S. entities/assets and foreign entities/assets with sales in or into the U.S., i.e., with dollar revenues that would be reported in Item 5. Public reporting burden for this report is estimated to vary from 8 to 160 hours per response, with an average of 37 hours per response, including time for reviewing instructions, searching For each such acquisition, supply: existing data sources, gathering and maintaining the data needed, and completing and reviewing the collection of 1) the 6-digit NAICS industry code (by number and information. Send comments regarding the burden estimate or description) identified above in which the acquired entity any other aspect of this report, including suggestions for reducing derived dollar revenues; this burden to: 2) the name of the entity from which the assets, voting securities or non-corporate interests were acquired; Premerger Notification Office Federal Trade Commission, Room #5301 400 7th Street, S.W. 3) the headquarters address of that entity prior to the Washington, D.C. 20024 acquisition; and 4) whether assets, voting securities or non-corporate interests were acquired; and Office of Information and Regulatory Affairs Office of Management and Budget 5) the consummation date of the acquisition. Washington, D.C. 20503 Under the Paperwork Reduction Act, as amended, an agency END OF ITEM 8 may not conduct or sponsor, and a person is not required to respond to, a collection of information unless it displays a currently valid OMB control number. The operative OMB control number, 3084-0005, appears within the Notification and Report Form and these Instructions. END OF FORM INSTRUCTIONS sradovich on DSK3GMQ082PROD with RULES Instructions to FTC Form C4 (rev. 02/04/2018) MV ER16JY18.011</GPH> VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00025 Fmt 4700 Sfmt 9990 E:\FR\FM\16JYR1.SGM 16JYR1

32784 Federal Register / Vol. 83, No. 136 / Monday, July 16, 2018 / Rules and Regulations [FR Doc. 2018–14378 Filed 7–13–18; 8:45 am] redirection of controlled substances Drug Administration (FDA), the Centers BILLING CODE 6750–01–C which may have lawful uses into illicit for Disease Control and Prevention channels—and makes other (CDC), and the Centers for Medicare and improvements in the controlled Medicaid Services (CMS), as well as DEPARTMENT OF JUSTICE substance regulatory quota system. relevant information obtained from the The quota process, in general terms, is states. The amendment will ensure that Drug Enforcement Administration a critical element of the Controlled information will be requested from the Substances Act’s regulatory system that relevant HHS components and will be 21 CFR Part 1303 seeks to prevent or limit diversion by considered in setting the aggregate preventing the accumulation of production quotas. [Docket No. DEA–480] controlled substances in amounts The final rule provides that the RIN 1117–AB48 exceeding legitimate need. The Administrator will consider information measures the final rule adopts to from the states in setting the aggregate Controlled Substances Quotas strengthen the system include production quotas and make additional AGENCY: Drug Enforcement authorizing the requisition from quota changes enhancing their role in Administration, Department of Justice. applicants of additional information § 1303.11(c). The states are critically helpful in detecting and preventing situated to provide information about ACTION: Final rule. diversion, and ensuring that DEA’s the extent of legitimate and illegitimate SUMMARY: The Drug Enforcement determinations regarding the use of controlled substances because of Administration (DEA) is publishing this appropriate quotas are adequately their responsibilities for drug final rule to strengthen the process for informed by input from other federal enforcement within their jurisdictions, setting controls over diversion of agencies, from the states, and from including through the Prescription Drug controlled substances and make other quota applicants. Monitoring Programs (PDMP), their improvements in the quota management responsibilities for administration of Section-by-Section Analysis regulatory system for the production, their health care systems, and their The DEA is finalizing the rule as responsibilities for dealing with the manufacturing, and procurement of proposed without changes. Below are human and social costs of drug abuse controlled substances. summaries of provisions contained in and diversion. States may have relevant DATES: This final rule is effective August the final rule. information indicating that individual 15, 2018. Section 1303.11—Aggregate Production procurement quota requests reflect FOR FURTHER INFORMATION CONTACT: quantities which will in fact be diverted Michael J. Lewis, Diversion Control Quotas to illicit use, which may in turn yield Division, Drug Enforcement Section 1303.11 currently directs the an exaggerated picture of the aggregate Administration; Mailing Address: 8701 Administrator of DEA to determine the production quotas needed for legitimate Morrissette Drive, Springfield, Virginia total quantity of each basic class of purposes. 22152; Telephone: (202) 598–8953. controlled substance listed in schedule The final rule accordingly includes SUPPLEMENTARY INFORMATION: I or II needed in the calendar year for amendments to § 1303.11(c) which the medical, scientific, research, and provide for (i) transmitting notices of Legal Authority industrial needs of the United States, for proposed aggregate production quotas, Provisions of the Controlled lawful export requirements, and for the and final aggregate production quota Substances Act, 21 U.S.C. 801 et seq., establishment and maintenance of orders, to the state attorney general, and authorize the Attorney General to issue reserve stocks. Section 1303.11(b)(1) (ii) holding a hearing if necessary to rules and regulations relating to through (4) identifies a number of resolve an issue of material fact raised registration and control of the factors that are categorically to be by a state’s objection to a proposed manufacture, distribution, and considered in determining aggregate aggregate production quota as excessive dispensing of controlled substances and production quotas—relating to total net in relation to legitimate United States listed chemicals. 21 U.S.C. 821. disposal, net disposal trends, need. Pursuant to this authority, the Attorney inventories and inventory trends, and General, through the Drug Enforcement demand—followed by a final catchall Section 1303.12—Procurement Quotas Administration (DEA), has issued and factor, (5), regarding factors to be Section 1303.12 currently directs the administers regulations setting aggregate considered as the Administrator finds Administrator to issue procurement production quotas for each basic class of relevant. quotas for manufacturers that use controlled substances in schedules I and The final rule makes two additions to controlled substances to put them into II, manufacturing quotas for individual the list of factors that must regularly be dosage form or to make other manufacturers, and procurement quotas considered in setting the aggregate substances. The section requires for manufacturers to produce other production quotas because of their applicants for procurement quotas to controlled substances or to convert the importance. First, it adds to the list the state what basic class of controlled substances into dosage form. See 21 CFR extent of any diversion of the controlled substance is needed, the purpose or part 1303. substance in the class, which will purposes for which the class is desired, The current regulations, issued ensure that the allowed aggregate the quantity desired for each purpose initially in 1971, need to be updated to production quota is limited to that during the next calendar year, and the reflect changes in the manufacture of needed to provide adequate supplies for quantities used and estimated to be used sradovich on DSK3GMQ082PROD with RULES controlled substances, changing patterns the United States’ legitimate needs. for each purpose during the current and of substance abuse and markets in illicit Second, the final rule amends the list of preceding two calendar years. If the drugs, and the challenges presented by factors to be considered in establishing applicant’s purpose is to manufacture the current national crisis of controlled these quotas to include relevant another basic class of controlled substance abuse. This final rule information from the Department of substance, the applicant also must state modifies the regulations to strengthen Health and Human Services (HHS) and the quantity of the other basic class that controls over diversion—that is, the its components, including the Food and the applicant has applied to VerDate Sep<11>2014 16:38 Jul 13, 2018 Jkt 244001 PO 00000 Frm 00026 Fmt 4700 Sfmt 4700 E:\FR\FM\16JYR1.SGM 16JYR1


Document Created: 2018-07-14 00:54:25
Document Modified: 2018-07-14 00:54:25
CategoryRegulatory Information
CollectionFederal Register
sudoc ClassAE 2.7:
GS 4.107:
AE 2.106:
PublisherOffice of the Federal Register, National Archives and Records Administration
SectionRules and Regulations
ActionFinal rule.
DatesEffective August 15, 2018.
ContactNora Whitehead, Attorney, Premerger Notification Office, Bureau of Competition, Room 5301, Federal Trade Commission, 400 7th Street SW, Washington, DC 20024. Telephone: (202) 326-3100, Email: [email protected]
FR Citation83 FR 32768 
CFR Citation16 CFR 801
16 CFR 802
16 CFR 803
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